Transferred Technology. INS shall, *** after the Effective Date, provide to ViroPharma, in such form and format as ViroPharma may reasonably request, all *** and *** from or relating to: *** ***, including the following: ***. ***, including the following: ***
Transferred Technology. Within [***] days after the Effective Date, CRT shall provide to Ideaya all Transferred Technology existing as of the Effective Date. Additionally, within [***] days after the Option Exercise Date, Institute shall provide to Ideaya any additional Transferred Technology that CRT is aware of. Furthermore, Institute shall provide a reasonable amount of on-site advice or support in connection with the foregoing transfers, as requested in writing by Ideaya, and Ideaya shall reimburse Institute for reasonable travel costs incurred in connection therewith.
Transferred Technology. Micron represents and warrants to NTC that the Transferred Technology delivered to NTC pursuant to Section 3.1 of this Agreement includes the state thereof used by Micron as of the date on which such Transferred Technology is extracted by Micron for delivery to NTC, such date being on or after the Exercise Date and on or before the date of delivery to NTC.
Transferred Technology. Within [****] after Kite has demonstrated POC for each Program TIP and paid Alpine the relevant POC fee pursuant to Section 3.1(c), Alpine shall transfer to Kite any Transferred Technology that is necessary or reasonably useful for the Development of Licensed Products expressing such Program TIP.
Transferred Technology. IDSI represents and warrants to Bioscan, as of the Technology Transfer Date and at all times thereafter until Bioscan is put in possession and control of the XXXX Inventory and Drawings, that IDSI is the sole, true and lawful owner of the XXXX Inventory and Drawings, and has the right to sell and transfer to Bioscan good, clear record and marketable title to the XXXX Inventory and Drawings, free and clear of all claims, liabilities, licenses, liens, pledges, charges and encumbrances of any kind.
Transferred Technology. Eyetech represents and warrants that:
(a) Schedule 1.1.25 lists all Patents Controlled by Eyetech (and not Ophthotech) as of the Effective Date (but expressly excluding any Assumed Patents) relating to the Compound, including without limitation any such Patents (other than Assumed Patents) claiming the composition of matter or the use of Product;
(b) Eyetech has not granted any license or rights to any Third Party under any of the Transferred Technology. Eyetech is not aware of any claim made against it challenging Eyetech’s Control of the Transferred Technology or making any adverse claim of ownership or license of the Transferred Technology;
(c) neither Eyetech nor any of its Affiliates is or has been a party to any agreement with the U.S. federal government or any of its agencies pursuant to which the U.S. federal government or such agency provided funding for the Development of any Product;
(d) the Eyetech Patents are existing and, to the best of its knowledge, as of the Effective Date: (i) the Eyetech Patents are not invalid or unenforceable, in whole or in part; (ii) there is no claim, litigation or arbitration, either pending or threatened, alleging that any Eyetech Patent is invalid or unenforceable, or has been misused, anywhere in the Territory; and (ii) Eyetech is the sole owner of the Eyetech Patents. Eyetech’s rights under the Transferred Technology are free and clear of any liens, charges and encumbrances. To the best of its knowledge, neither Eyetech nor any of its Affiliates or their respective current or former employees has misappropriated any of the Eyetech Know-How from any Third Party, and Eyetech is not aware of any claim by a Third Party that such misappropriation has occurred;
(e) No claim of infringement of the Patents, know-how or trademark rights of any Third Party has been made nor, to the best of Eyetech’s knowledge, threatened against Eyetech or any of its Affiliates with respect to the Development, Manufacture or Commercialization of any Product. There are no other claims, judgments or settlements against or owed by Eyetech or any of its Affiliates, or to which Eyetech or any of its Affiliates is a party, or, to the best of Eyetech’s knowledge, pending or threatened claims, litigation or arbitration, in either case relating to any Product;
(f) To the best of its knowledge, Eyetech has made available to Ophthotech all material information in its possession or control relating to the Compound and Product and/or the Development,...
Transferred Technology. All Transferred Technology and the right to apply for and own any Patents on any inventions therein;
Transferred Technology. SCHEDULE 1.1(aaaaa), listing or describing the Transferred Technology, is complete and accurate in all material respects.
Transferred Technology. The term Transferred Technology shall mean all proprietary technical information, technology and know-how, heretofore developed by Amgen, relating specifically to EPO Products which are owned by Amgen, or which is covered or protected by letters patent, patent applications, trademarks, service marks, trade names, copyrights or licenses held by Amgen, as of the Closing Date, and which are required in the development, manufacture, production, testing, assay, use or sale of EPO Products, including the EPO Organisms (as defined in Paragraph 1.07 below) in existence as of the Closing Date. By way of illustration, but not limitation, with respect to the foregoing, Transferred Technology shall include the sequence of the EPO gene and restriction map of the related vector and any information, know-how, data, process, technique, algorithm, program, design, drawing, formula or test data relating to any toxicology, dosage studies, pre-clinical studies, clinical trials or testing in progress relating to EPO,as more fully set forth on Exhibit "A" attached hereto. The Transferred Technology shall be assigned to Corporation effective on the Closing Date pursuant to that certain Assignment and License Agreement which is attached hereto as Exhibit "B" ("Amgen Assignment"); provided, however, that until such time as the Conversion Event occurs, Amgen shall hold as custodian for Corporation and Kirin, the sequence of the EPO gene and restriction map of the related vector.
Transferred Technology. (a) Subject to the terms and conditions of this Agreement and in consideration of the obligations of E21, as provided herein, and except as otherwise provided in Section 2.2, at the Closing, Seller shall sell, assign, transfer, grant, bargain, deliver and convey to E21 all of Seller's right, title, interest in, to and under the Business and Technology.
(b) Seller shall use its best efforts to obtain all consents of third parties as are necessary for the assignment of the Transferred Technology. To the extent that any of the Transferred Technology is not assignable by the terms thereof or consents to the assignment thereof cannot be obtained as provided herein, the Transferred Technology shall be held by Seller and all benefits and obligations derived thereunder shall be for the account of E21; provided, that where entitlement of E21 to that Transferred Technology hereunder is not recognized by any third party, Seller shall, at the request of E21, enforce in a reasonable manner as directed by E21, at the cost of and for the account of E21, any and all rights of Seller against that third party.
(c) Schedules 2.1(a)Ii), 2.1(a)(ii), 2.1(a)(iii), 2.19a)(iv) and 2.1 (a)(vii) identify the locations of all of the scheduled Transferred Technology, and Schedule 2.1(c) identifies the locations in which Transferred Technology that are not scheduled are located. Each of the Schedules references in the immediately preceding sentence identifies the specific Seller relating to the scheduled Transferred Technology or the Transferred Technology that are not scheduled, as the case may be. Seller shall for a reasonable period following the Closing Date provide E21 with access to all locations in which the Transferred Technology may be located so as to permit E21 to take physical possession of the Transferred Technology or to arrange for the storage or transfer of the Transferred Technology. Prior to the Closing Date, Seller shall have notified each Person that may have possession of the Transferred Technology at the Closing Date, whether by consignment or otherwise, of the transfer of the Transferred Technology to E21 and shall cause that Person to transfer possession of that Transferred Technology to E21.
